Sale of All the Assets of the Business
If you sell your business by selling all of its assets, the rules for reporting gain or loss are really no different from a single asset sale. You allocate the purchase price of the sale to each of the assets, including goodwill or going concern value, in order to determine your gain or loss. You usually arrive at this allocation through negotiations between you and the buyer.
Asset classes reported on Form 8594, Asset Acquisition Under Section 1060, include the following:
The sale price is allocated in descending order—first to Class I assets, then Class II assets, and so on. There is no debate on allocating part of the purchase price to assets in the first 2 classes since the value of the assets is not in dispute. But as a seller, you generally ...